UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 7, 2008
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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| WISCONSIN
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1-7626
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39-0561070 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
The information set forth under Item 2.03 of this Report on Form 8-K is hereby incorporated by
reference into this Item 1.01.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant. |
On October 7, 2008, Sensient Technologies Corporation entered into a senior unsecured term
loan Credit Agreement (the “Agreement”) that will allow Sensient to make one or more borrowings on
or before April 1, 2009 for an aggregate amount of $85.0 million. The term loan(s) mature as of
June 15, 2012, and will be made by a group of banks (including Wells Fargo Bank, National
Association, as Arranger and Administrative Agent and the other banks identified on Exhibit 10.1
hereto). Interest is payable at floating rates based (at Sensient’s election) on either: (1) the
higher of (a) the prime rate or (b) the federal funds rate plus 0.5%, in either case plus a margin
(initially 75 basis points but subject to increase or decrease as Sensient’s leverage ratio weakens
or improves); or (2) a Eurodollar base rate derived from LIBOR plus a margin (initially 225 basis
points but subject to increase or decrease as Sensient’s leverage ratio weakens or improves).
Among other requirements, the Agreement requires Sensient to maintain (1) a ratio of
consolidated total funded debt to consolidated EBITDA (Leverage Ratio) of not more than 3.50 to 1,
(2) a fixed charge coverage ratio of not less than 2.00 to 1.00, and (3) a consolidated adjusted
net worth of at least $575.4 million plus 50% of its consolidated net earnings for each completed
fiscal quarter beginning with the quarter ended September 30, 2008. The Agreement also includes
other financial covenants similar to those in Sensient’s current bank facility, which is
continuing.
The foregoing is intended to be a general description of the Agreement but does not constitute
a full description of it. Reference is made to the full Agreement, which is attached as Exhibit
10.1, and to the related press release, which is furnished as Exhibit 99.1.
The proceeds of the loan(s) under the Agreement will be used for refinancing a portion of
Sensient’s approximately $150 million of senior notes maturing in April 2009.
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| Item 9.01 |
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Financial Statements and Exhibits. |
The following exhibits are furnished with this Report on Form 8-K:
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Exhibit 10.1
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Credit Agreement dated as of October 7, 2008 |
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Exhibit 99.1:
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Sensient Technologies Corporation Press Release dated October 7, 2008 |
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